Replacing Directors of Management Companies

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Dermot

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I have tried to research this but cannot get an answer. I imagine this will tax the minds of posters as it is rare but does happen. Developer forms management co. 6 years ago. He and wife are the two directors. No AGM's called in all of this time. One of the directors dies and the son appears as director to replace the previous director. No owner/member other than themselves notified of anything until well after the event. Can all this be legal or is there some way that it is legal. First AGM coming up shortly.
 
Prior to MUD - an AGM only had to be called once the last unit was sold. Not certain if that has changed, I haven't had a chance to study the legislation properly, it's on my list.

Directors can co-opt other directors if your management company articles of association (available from cro.ie for a small fee) allows.
 
Only shareholders can appoint directors. The companies acts require a AGM every year unless it is a single member company.
 
Directors, once appointed can appoint anyone to be a director that meet the guidlines (basically breathing.)

To replace a director you need to give notification prior to an AGM.

Under the MUD act 2011 an AGM must be held every year and at that meeting accounts and budgets i.e. the service charge approved by a majority of voting members. No AGM and no vote then any charge is unlawful.
 
In relation to AGM's an AGM must ordinarily be held by every company in each calendar year. There is an exception to this that during the calendar in which the company is incorporated and in the following calendar For these two years the first AGM must be held within 18 months of the company being incorporated. Example. Company incorporated on 01 August 2008 there is no need for an AGM there is no need for an AGM in 2008 or 2009 provided the first AGM is held on or before 31 Jan 2010. After first AGM subsequent AGM's of the company must take place in each succeeding calendar year. No longer than 15 months should elapse between the date of one AGM and that of the next. Note that the 15 month cannot be used to authorise the the non-holding of an AGM during any whole calendar year after the holding of of the first AGM. For example holding an AGM in Dec 2010 there has to be an AGM in 2011. In every case the AGM should be held within 9 months of the date to which any accounts have been made up which are to be considered at that AGM.

In relation to Copy of Memo & Articles of Association. I downloaded a copy only to find that Cro have to rescan them as not all pages were properly scanned. Not having much luck at the moment
 
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